Other Payments and Benefits to Executive. Executive will receive and remain entitled to those payments and benefits enumerated in the April 27, 2015 Post-Retirement Benefits Summary from Andrew R. Carlin to Executive, a copy of which is attached hereto as [Exhibit A].

In the event that the payments and benefits provided for in this Agreement or other payments and benefits payable or provided to you # constitute “parachute payments” within the meaning of Section 280G of the Code and # but for this paragraph 18, would be subject to the excise tax imposed by Section 4999 of the Code, then your payments and benefits under this Agreement or other payments or benefits (the “[[Unknown Identifier]] Amounts”) will be either:

“Reinsured Liabilities” shall mean the applicable Quota Share of: # all liabilities of the ​ for contractual benefits arising under the express terms of the Reinsured Policies, including without limitation all claims, benefits, unearned premiums, periodic payments, claim expenses including litigation expenses, interest on claims or unearned premiums, amounts payable for returns or refunds of premium amounts, withdrawals, surrenders, guaranteed minimum death benefits, guaranteed minimum accumulation benefits, guaranteed minimum income or withdrawal benefits, incurred but not reported claims, pending claims and benefits (including death benefits, lump sum payments, waiver of premium benefits, annuitization payments, Supplementary Contracts, deferred payments, payments in respect of market value adjustments, rights to purchase additional coverage, paid-up additions, and any

“General Non-Compete Benefits” means the payments and benefits provided under Section 4.

Payments. All amounts due under this Section shall be payable promptly after written demand therefor.

Payments. If Borrowers fail to pay when due and payable, or when declared due and payable, # all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of three Business Days (or ten days after Agent has made a demand therefor, in the case of expenses which are reimbursable or indemnified by a Loan Party under this Agreement or any other Loan Document), # all or any portion of the principal of the Loans, or # any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit;

Payments. All payments made by any Loan Party under any Loan Document will be made free and clear of, and without deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding of Taxes is required, the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any such Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified Taxes or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this [Section 16.1] after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes upon Agent’s demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in [Section 10.3]) (collectively a “Tax Indemnitee”) for the full amount of Indemnified Taxes arising in connection with this Agreement or any other Loan Document or breach thereof by any Loan Party (including, without limitation, any Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties under this Section 16 shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment of the Obligations.

Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.

Payments. All amounts due under this Section shall be payable not later than 30 days after submission of an invoice therefor.

Payments. Payments of principal and interest shall be due and payable as follows: